HomeMy WebLinkAboutContract # : 4255 - SRELLI CONSULTING - Execution Date: 3/13/2001 03/13/01 22:22 5206154925
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CONSULTANT AGREEMENT
6-1/Z6
1. Esirties
This agreement is entered into on the /3 day of March, 2001,by and between S'Relli Consulting,
L.L.C. (hereinafter "S'RELLI") with its principal location at 4025 N. Wilmot Road, Tucson, AZ,
85750-1887 and the City of Glendale(hereinafter"Glendale")having its principal office located at
5850 West Glendale Avenue, Glendale,AZ 85301.
2. Statement of Services
2.1 S'RELLI agrees that during the term of this agreement, and any renewal periods thereof, it
will provide consulting services to Glendale consistent with Attachment No. 1, Scop of Work.
S'RELLI will work with and take guidance and direction from the City of Glendale's City Manager,
Dr. Martin Vanacour, or his designees.
2.2 The term of this agreement shall commence on March /.3_, 2001 and shall continue until
terminated by either party,with or without cause,upon not less than thirty(30)days advance written
notice to the other party. Upon receipt of the notice of termination, S'RELLI shall immediately
cease performing any services,unless otherwise directed in the notice oftermination. S'RELLI shall
be paid for all services performed until the termination notification date.
2.3 Services provided by S'RELLI shall be as an independent contractor. The City of Glendale
will not be responsible for employee-related costs of S'RELLI unless specifically noted in this
contract.
2.4 In addition to those services specified in Attachment No.1,S'RELLI shall provide the City of
Glendale's City Manager, Dr. Martin Vanacour, quarterly reports of theactivities and efforts of
S'RELLI on behalf of the City of Glendale for the preceding three months. Further, S'RELLI will
also provide periodic updates to the City Council on mutually agreeable dates.
3. Compensation
3.1 In consideration of the services performed by S'RELLI hereunder, the City of Glendale
agrees to pay S'RELLI at the rate of One Hundred Twenty-Five Dollars ($125.00) per hour. The
total compensation under this agreement shall not exceed Fifty Thousand Dollars($50,000),unless
advance written authorization is provided by Dr. Martin Vanacour or his designees.
3.2 In addition to the compensation set forth in paragraph 3.1 above,the City of Glendale agrees
to reimburse S'RELLI for all reasonable business expenses such as travel, printing, courier fees,
long-distance telephone or unusual expenses incurred in connection with the performance of the
services provided by S'RELLI. S'RELLI shall obtain the approval of the City of Glendale's City
Manager, Dr. Martin Vanacour, or his designee, before incurring any singular expense which will
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exceed Seven Hundred Fifty Dollars ($750.00). S'RELLI shall advise the City of Glendale when
Two Thousand Five Hundred Dollars ($2,500.00) of expenses have been incurred and shall not
incur more than Five Thousand Dollars($5,000.00)of expenses without the express written approval
of Dr. Vanacour or his designees.
3.3 S'RELLI will submit monthly invoices for consulting services and expenses incurred.
Expenses billed to the City of Glendale shall be accompanied by supporting documentation.
Glendale shall pay S'RELLI within thirty (30) days of the receipt of each billing statement.
4. Limitations, Conflicts and Rights to Future Services
4.1 Nothing in this agreement shall grant to either party the right to bind the other party or make
commitments of any kind for, or on behalf of, the other party without prior written consent of the
other party.
4.2 Glendale acknowledges that S'RELLI currently provides consulting services to the City of
Tucson regarding Davis-Monthan Air Base and agrees that S'RELLI may continue providing such
services to the City of Tucson. In the event a conflict should arise between the interests of the City
of Glendale and the City of Tucson,the City of Glendale agrees that S'RELLI shall have the right to
immediately terminate this agreement and continue providing services to the City of Tucson. With
the exception of the City of Tucson, S'RELLI agrees not to represent,or accept the representation of,
other clients whose interests are adverse to, or potentially in conflict with, the City of Glendale's
objective of preserving the existence and mission of Luke Air Force Base. S'RELLI may submit to
the City of Glendale for its approval S'RELLI's proposed representation of a client S'RELLI
believes may have a conflict of interest with the City of Glendale.
5. Confidentiality
5.1 For the purpose of this clause, data means all information, including legal and government
documents, business plans, drawings, prints, specifications, reports, and designs.
5.2 S'RELLI agrees that data furnished by the City of Glendale during the terms of this contract
shall be considered confidential and S'RELLI shall not publish or otherwise disclose or use such data
except for the benefit of the City of Glendale pursuant to this agreement. However,there shall be no
restrictions on disclosure of information which is or becomes publicly known other than as a result
of a breach of the obligation defined in this provision.
5.3 The City of Glendale agrees to maintain confidential,to the extent permitted by the Arizona
statutes, of information provided by S'RELLI in relation to this agreement until such time as it is
agreed by both parties that it is advisable to act upon information learned consistent with the goals
and objectives of the City of Glendale. However, there shall be no restrictions on disclosure of
information which is or becomes publicly known other than as a result of a breach of the obligation
defined in this provision.
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5.4 S'RELLI agrees to maintain confidential and not disclose to others without the City of
Glendale's authorization, any information regarding the potential closure or realignment of, or
adverse effect or impact on,Luke Air Force Base, which information S'RELLI discovers, learns or
otherwise comes into possession while performing services for the City of Glendale under this
Agreement and which information is not otherwise publicly known other than as a result of a breach
of the obligations defined in this provision. S'RELLI shall not disclose to any third-party any
infounation which is subject to this paragraph 5.4 without the express authorization of the City of
Glendale.
6. Assignment
6.1 Neither party may assign its rights,interests or obligations under this agreement or any task
established hereunder without the express written consent of the other party. Any assignment made
without such written consent shall be void. This agreement is entered into by the City of Glendale
with S'RELLI based on the specific knowledge and expertise of Eugene D. Santarelli. Therefore,
any approval by S'RELLI to assign all or any portion of this agreement shall be within the City of
Glendale's sole discretion.
7. Compliance with Law
7.1 S'RELLI agrees that in its performance under this agreement, it shall comply with all
applicable laws, rules, regulations, and policies of the United States, the State of Arizona, and any
other jurisdiction where S'RELLI's services are performed, and shall defend, indemnify, and hold
the City of Glendale harmless from S'RELLI's failure to do so.
7.2 This Agreement is subject to the provisions of A.R.S. §38-511 and may be canceled,without
penalty or further obligation, by City if any person significantly involved in initiating, negotiating,
securing,drafting or creating the agreement on behalf of the City is,at any time while the agreement
or any extension of the agreement is in effect, an employee or agent of any other party to the
agreement in any capacity or consultant to any other party of the agreement with respect to the
subject matter of the agreement.
8. Notices
8.1 All notices,requests,instructions,or other documents required hereunder shall be deemed to
have been given or made when delivered by registered mail or certified mail, return receipt
requested, postage prepaid to:
To S'RELLI: S'RELLI CONSULTING, LLC
ATTN: Eugene D. Santarelli
4025 N. Wilmot Road
Tucson, AZ 85750
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To City of Glendale: The City of Glendale
ATTN: Dr. Martin Vanacour
5850 West Glendale Avenue
Glendale,AZ 85301
9. Entire Agreement
9.1 This agreement represents the entire and integrated agreement between the parties hereto and
supersedes all prior and contemporaneous proposals, negotiations, representations, covenants,
warranties, understandings and agreement, whether written or oral and with respect to the subject
matter herein. This Agreement may be amended only by written instrument signed by both parties
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate (each of
which duplicate shall be deemed to be an original)as of the day and year first above written.
S'RELLI CONSULTING, LLC THE CITY OF GL .IALE
r
BY: _ 4 .d
ne D. Santarelli M.rt. Vanacour, City Manager
DATE: 311 /01 DATE: 3//3/0 /
Approved as to
e9
Richard H. Flaaen, City Attorney
• -- •
a
Olive"Pii, City Clerk
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ATTACITEMENT No. 1
S'relli Consulting,LLC
Eugene D. Santarelli
4025 N. Wilmot Road, Tucson, AZ 85750
Phone: (520) 615-4924 Fax: (520) 615-4925
E-mail: orelli@aol.corn
City of Glendale, Arizona
Scope of Work
The Consultant shall perform tasks as authorized to foster the retention and expansion of Luke
Air Force Base including but not limited to:
- The Consultant shall facilitate efforts to develop strategies for creating compatible
land uses adjacent to and near Luke Air Force Base.
The Consultant shall develop a strategy that is consistent with both community and
United States Air force Interests.
- The Consultant shall assist in developing a long-range plan to secure Luke AFB
mission viability.
- The Consultant shall perform other duties as directed by the Office of
Intergovernmental Relations to support the retention and expansion of Luke AFB.
The Consultant shall perform other duties as mutually agreed to support the City of Glendale
through the City Manager or his designees.
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